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Exhibit 99.1

 

 

 

ARES MANAGEMENT, L.P. REPORTS FIRST QUARTER 2015 RESULTS

 

·

Total assets under management (“AUM”)1 increased to $86.9 billion, a 12.8% increase year over year

·

$3.2 billion in gross capital raised in the three months ended March 31, 2015 and $14.5 billion raised over the twelve months ended March 31, 2015

·

Fee related earnings were $47.6 million for the three months ended March 31, 2015, up 53.8% from the three months ended March 31, 2014

·

Economic net income was $82.9 million, or $0.35 per unit,2 up 7.1% from the three months ended March 31, 2014

·

Distributable earnings were $67.3 million, or $0.26 per common unit, up 23.4% from the three months ended March 31, 2014

·

Declared first quarter distribution of $0.25 per common unit

·

First quarter net income attributable to Ares Management, L.P. was $18.5 million

 

 

LOS ANGELES -- Ares Management, L.P.  (“the Company,” “Ares,” “we,” and “our”) (NYSE:ARES) today reported its financial results for the quarter ended March 31, 2015.

 

“We continue to see significant demand across our broadening platform of alternative investments as investors of all types seek higher returning and less correlated investment strategies,” said Tony Ressler, Chief Executive Officer of Ares.  “Our outlook is bright as we see material fundraising opportunities in each of our investment groups and as we capitalize on organic and inorganic growth opportunities to expand our market reach.”

 

Ares reported growth in AUM and Fee Earning Assets Under Management (“FEAUM”) of 12.8% and 14.7%, year over year, reaching $86.9 billion and $65.7 billion, respectively.

 

“We had a good start to the year as the strategic acquisition of Energy Investors Funds (“EIF”) and scale benefits drove our fee related earnings meaningfully higher with growth across all four of our investment groups,” said Michael Arougheti, President of Ares. “Our key performance metrics remain fundamentally on track, including high quality long term fund performance, steady distributable earnings, continued strong growth in assets and progress on operating margin efficiencies.”

 

Economic net income for the three months ended March 31, 2015 was $82.9 million compared to $77.4 million for the three months ended March 31, 2014. The increase in economic net income was driven by an increase in fee related earnings of $16.7 million and in net performance fees of $5.0 million, partially offset by a decline in net investment income of $16.1 million.  First quarter economic net income, net of income taxes, was $74.7 million, or $0.35 per unit, compared to $72.5 million, or $0.34 per unit, for the three months ended March 31, 2014.

 

Distributable earnings were $67.3 million for the three months ended March 31, 2015 compared to $54.5 million for the three months ended March 31, 2014, as all of the groups increased fee related earnings and as net realized performance fees increased within the Tradable Credit Group. This increase was partially offset by a decline in net realized investment income within the Tradable Credit Group.

 

For the first quarter ended March 31, 2015, distributable earnings after income taxes allocated to common unitholders were $21.0 million, or $0.26 per common unit, which was consistent with the fourth quarter of 2014. Ares declared a first quarter distribution of $0.25 per common unit payable on June 2, 2015 to common unitholders of record as of May 22, 2015.

 

Ares has also provided additional information in its First Quarter 2015 Earnings Presentation, which can be viewed at www.aresmgmt.com under “Investor Resources – Presentations and Reports.”

 


 

1

In this press release we refer to certain non-GAAP financial measures, including assets under management, fee earning assets under management, economic net income, fee related earnings, performance related earnings and distributable earnings. The definitions and reconciliations of these measures to the most directly comparable GAAP measures, as well as an explanation of why we use these measures, are included in this press release.

2

Total units outstanding represents the sum of common units and Ares Operating Group Units that are exchangeable for common units. See Exhibit F for more details.

 



 

ARES MANAGEMENT, L.P.

Key Performance Metrics as of March 31, 2015

 

$ in thousands unless otherwise noted

 

Three months ended
March 31,

 

 

 

 

2015

 

2014(1)

 

% Change

Management Fees (includes ARCC Part I Fees of $29,042 and $28,318 for the three months ended March 31, 2015 and 2014, respectively)

 

$162,316

 

$139,861

 

16%

Admin. & Other Fees

 

7,350

 

6,865

 

7%

Compensation & Benefits (2)

 

(93,931)

 

(90,354)

 

4%

General & Administrative Expenses (3)

 

(28,114)

 

(25,412)

 

11%

Fee Related Earnings

 

$47,622

 

$30,960

 

54%

 

 

 

 

 

 

 

Net Performance Fees

 

$27,697

 

$22,705

 

22%

Net Investment Income

 

7,611

 

23,740

 

(68%)

Performance Related Earnings

 

$35,308

 

$46,445

 

(24%)

 

 

 

 

 

 

 

Economic Net Income

 

$82,930

 

$77,405

 

7%

Economic Net Income After Income Taxes (4)

 

$74,675

 

$72,475

 

3%

Economic Net Income After Income Taxes per Unit (4)

 

$0.35

 

$0.34

 

3%

Distributable Earnings

 

$67,295

 

$54,547

 

23%

Distributable Earnings After Income Taxes per Common Unit (5)

 

$0.26

 

$0.22

 

18%

 

 

 

 

 

 

 

Other Data

 

 

 

 

 

 

Accrued Incentives (Gross)

 

$590,308

 

$490,883

 

20%

Accrued Incentives (Net)

 

169,234

 

186,868

 

(9%)

Total Fee Revenue (6)

 

190,013

 

162,566

 

17%

Management Fees as a Percentage of Total Fee Revenue (6)

 

85.4%

 

86.0%

 

N/A

 

(1)

As Ares was not a public company prior to its initial public offering (“IPO”), which closed on May 7, 2014, and the related reorganization, the financial results for the three months ended March 31, 2014 reported herein include the results of our predecessor owners.

(2)

Includes compensation and benefits attributable to OMG of $28.9 million and $27.7 million for the three months ended March 31, 2015 and 2014, respectively, which is not allocated to an operating segment.

(3)

Includes G&A attributable to OMG of $15.3 million and $13.5 million for the three months ended March 31, 2015 and 2014, respectively, which is not allocated to an operating segment.

(4)

For the three months ended March 31, 2014, represents pro forma results assuming Ares’ IPO and reorganization had taken place on January 1, 2014. Total units of 213,939,561 include both common units and Ares Operating Group Units that are exchangeable for common units on a one-for-one basis, and the dilutive effects of the Company’s equity-based awards.

(5)

Distributable earnings attributable to common unitholders is presented on a pro forma basis for the three months ending March 31, 2014 as if Ares’ IPO occurred on January 1, 2014. The per unit calculation uses total common units outstanding. See “Exhibit G. Per Unit Calculations For the Three Months Ended March 31, 2015” for more detail.

(6)

Total fee revenue is calculated as management fees plus net performance fees.

 

 

 

Management Fee Revenue. Management fee revenue increased 16.1% to $162.3 million for the three months ended March 31, 2015 compared to the three months ended March 31, 2014. The comparative growth in management fees was primarily attributable to the management fee contracts obtained in the EIF acquisition, which increased management fees by $14.2 million, incremental fees from new funds launched in the Tradable Credit Group after the first quarter of 2014 and additional capital raises by ARCC.

 

Compensation and Benefits. Compensation and benefits increased by $3.6 million to $93.9 million for the three months ended March 31, 2015 compared to the three months ended March 31, 2014. The increase was attributable to merit-based increases and increased headcount, including additional professionals from the Keltic and EIF acquisitions.

 

General and Administrative Expenses. General and administrative expenses increased by $2.7 million to $28.1 million for the three months ended March 31, 2015 compared to the three months ended March 31, 2014. The increase was primarily driven by additional occupancy and office expenses, growth in personnel and geographical expansion and expenses relating to the Keltic and EIF acquisitions.

 

2



 

Fee Related Earnings. FRE increased by $16.7 million, or 53.8%, to $47.6 million for the three months ended March 31, 2015 compared to the three months ended March 31, 2014. The growth in FRE was attributable to management fee contracts acquired in the EIF acquisition and an increase in management fees within all four investment groups. The increase was partially offset by higher compensation and benefits expenses.

 

Performance Related Earnings. PRE was $35.3 million for the three months ended March 31, 2015 compared to $46.4 million for the three months ended March 31, 2014. The decrease in PRE was primarily attributable to a decline in performance fees in the alternative credit funds within the Tradable Credit Group and reduced investment income from unrealized market depreciation of equity investments held in ACOF Asia within the Private Equity Group. The decrease was partially offset by an increase in net performance fees primarily from the Private Equity and Direct Lending Groups.

 

Economic Net Income. ENI was $82.9 million for the three months ended March 31, 2015 compared to $77.4 million for the three months ended March 31, 2014. The increase in ENI was driven by an increase in FRE of $16.7 million and in net performance fees of $5.0 million. The decline was offset by a decline in net investment income of $16.1 million. ENI after provision for taxes was $74.7 million, or $0.35 per unit, for the three months ended March 31, 2015 compared to $72.5 million, or $0.34 per unit for the three months ended March 31, 2014.

 

Distributable Earnings. Total distributable earnings increased by $12.7 million to $67.3 million for the three months ended March 31, 2015 compared to the three months ended March 31, 2014. The increase was primarily driven by increases in FRE within all four investment groups and an increase in net realized performance fees within the Tradable Credit Group. The increase was partially offset by a decline in net realized investment income within the Tradable Credit Group.

 

Accrued Incentives Fees. Net accrued incentive fees as of March 31, 2015 decreased by $17.6 million to $169.2 million compared to $186.9 million as of March 31, 2014. The decrease in net accrued incentive fees was primarily attributable to the realization of accrued fees within the Tradable Credit Group, as a result of the liquidation of certain long-only funds, and a decrease in unrealized incentive fees for certain alternative credit funds due to a decline in market values of the funds’ investments. This decrease was offset by an increase in accrued incentive fees from ACOF III and ACOF IV within the Private Equity Group, as a result of market appreciation of their investment portfolios.

 

Assets Under Management

 

 

($ in millions)

 

For the three
months ended
March 31, 2015

 

For the twelve
months ended
March 31, 2015

Beginning of Period AUM

 

$81,761

 

$77,046

Acquisitions (1)

 

4,581

 

4,402

Commitments (2)

 

2,967

 

13,890

Capital Reduction (3)

 

(618)

 

(3,216)

Distribution (4)

 

(1,406)

 

(4,967)

Change in Fund Value (5)

 

(358)

 

(229)

End of Period AUM

 

$86,926

 

$86,926

Average AUM

 

$84,343

 

$81,986

 

(1)

Represents AUM acquired via acquisition. Previously reported at approximately $4.0 billion.

(2)

Represents net new commitments during the period, including equity and debt commitments, reductions of previous commitments, and gross inflows into our open-ended managed accounts and sub-advised accounts, as well as equity offerings by our publicly traded vehicles.

(3)

Primarily represents permanent reductions in leverage, which may be offset by drawdowns from existing debt facilities.

(4)

Represents distributions and redemptions net of recallable amounts.

(5)

Includes fund net income, including interest income, realized and unrealized gains (losses), fees and expenses and the impact of foreign currency.

 

Total AUM was $86.9 billion as of March 31, 2015, an increase of $5.2 billion, or 6.3%, compared to total AUM of $81.8 billion as of December 31, 2014. For the three months ended March 31, 2015, the increase in AUM was primarily driven by the acquisition of EIF representing $4.6 billion and net new commitments of $3.0 billion which mainly consisted of (i) $613.0 million in debt commitments and $288.4 million in equity commitments to the Tradable Credit Group’s long-only credit funds, (ii) $1.4 billion in equity commitments to the Tradable Credit Group’s alternative funds and (iii) $700.0 million in commitments to the Direct Lending Group’s funds ($87.8 million of equity commitments and $611.7 million of debt commitments). The increase in AUM was partially offset by gross distributions of $1.4 billion, of which $569.8 million was attributable to the Tradable Credit Group, $202.7 million was attributable to the Direct Lending Group, $373.0 million was attributable to the Private Equity Group and $260.8 million was attributable to the Real Estate Group.

 

3



 

Fee-Earning Assets Under Management

 

($ in millions)

 

For the three
months ended
March 31, 2015

 

For the twelve
months ended
March 31, 2015

Beginning of Period FEAUM

 

$61,359

 

$57,228

Acquisitions (1)

 

4,046

 

3,881

Commitments (2)

 

1,173

 

6,509

Subscriptions / Deployment / Increase in Leverage (3)

 

1,347

 

7,404

Redemptions / Distributions / Decrease in Leverage (4)

 

(2,069)

 

(8,603)

Market Appreciation (5)

 

8

 

7

Change in Fee Basis (6)

 

(199)

 

(761)

End of Period FEAUM

 

$65,664

 

$65,664

Average FEAUM

 

$63,511

 

$61,446

 

(1)

Represents fee earning AUM acquired via acquisition.

(2)

Represents net new commitments during the period for funds that earn management fees based on committed capital.

(3)

Represents subscriptions, capital deployment and increase in leverage (for funds that earn fees on a gross asset basis).

(4)

Represents redemptions, distributions and decrease in leverage (for funds that earn fees on a gross asset basis).

(5)

Includes fund net income, including interest income, realized and unrealized gains (losses), fees and expenses and the impact of foreign currency for funds that earn management fees based on market value.

(6)

Represents the change of fee basis from committed capital to invested capital.

 

Total Fee Earning Assets Under Management was $65.7 billion as of March 31, 2015, an increase of $4.3 billion, or 7.0%, compared to total FEAUM of $61.4 billion as of December 31, 2014.  For the three months ended March 31, 2015, the increase in FEAUM was primarily driven by the acquisition of EIF representing $4.0 billion and subscriptions / deployment / increase in leverage of $1.3 billion, which was mainly comprised of $812.3 million and $389.8 million in the Tradable Credit Group and the Direct Lending Group, respectively.  Net new commitments of $1.2 billion, primarily comprised of $600.0 million in the Tradable Credit Group, $408.3 million in the Direct Lending Group and $164.4 million in the Real Estate Group further added to the increase in FEAUM. Partially offsetting the increase in FEAUM were redemptions / distributions / decreases in leverage of $2.1 billion, primarily driven by decreases of $449.9 million and $1.3 billion in the Tradable Credit Group and Direct Lending Group, respectively.

 

 

Incentive Generating AUM and Incentive Eligible AUM

 

($ in millions)

 

 

 

As of March 31, 2015

 

As of December 31, 2014

 

 

 

Incentive
Generating AUM

 

Incentive Eligible
AUM

 

Incentive
Generating AUM

 

Incentive Eligible
AUM

 

Tradable Credit Group.

 

$3,917

 

$7,002

 

$2,891

 

$7,065

 

Direct Lending Group

 

10,813

 

14,500

 

11,037

 

14,466

 

Private Equity Group

 

7,346

 

9,809

 

6,541

 

9,457

 

Real Estate Group

 

2,074

 

6,240

 

2,079

 

6,365

 

Total

 

$24,150

 

$37,551

 

$22,547

 

$37,354

 

 

Total Incentive Generating AUM (“IGAUM”) was $24.2 billion as of March 31, 2015, an increase of 7.1%, compared to total IGAUM of $22.5 billion as of December 31, 2014.  The increase was primarily attributable to unrealized mark to market gains in our Tradable Credit Group’s credit opportunities strategy and deployment of capital in our Private Equity Group.

 

Total Incentive Eligible AUM (“IEAUM”) was $37.6 billion as of March 31, 2015, compared to IEAUM of $37.4 billion as of December 31, 2014.  Significant funds not yet contributing incentive fees as of March 31, 2015 primarily included Ares European Real Estate Fund III, Ares European Real Estate Fund IV, Ares Commercial Real Estate Corporation, Ares Special Situations Fund IV and Ares European Loan Opportunities Fund.

 

4



 

Available Capital and Assets Under Management Not Yet Earning Fees

 

($ in millions)

 

 

 

As of March 31, 2015

 

As of December 31, 2014

 

 

 

Available
Capital

 

AUM Not Yet
Earning Fees

 

Available
Capital

 

AUM Not Yet
Earning Fees

 

Tradable Credit Group

 

$6,153

 

$2,558

 

$5,716

 

$1,884

 

Direct Lending Group

 

5,544

 

5,397

 

5,432

 

5,177

 

Private Equity Group

 

3,577

 

909

 

3,050

 

674

 

Real Estate Group

 

3,580

 

1,255

 

4,022

 

1,490

 

Total

 

$18,854

 

$10,119

 

$18,221

 

$9,225

 

 

Total available capital was $18.9 billion as of March 31, 2015, an increase of 3.5%, compared to $18.2 billion as of December 31, 2014.  The increase was primarily due to available capital in acquired EIF funds.

 

Total AUM Not Yet Earnings Fees was $10.1 billion as of March 31, 2015, an increase of 9.8%, compared to $9.2 billion as of December 31, 2014. The increase in AUM Not Yet Earning Fees was due to two factors: new available capital in our Tradable Credit Group’s special situations strategy and available capital acquired in the EIF acquisition in a fund that pays fees based on invested capital.

 

Results Excluding Consolidated Funds

 

Net income of the Company excluding the effect of the Consolidated Funds for the three months ended March 31, 2015 was $53.5 million.

 

Acquisition

 

On January 1, 2015, we completed the acquisition of all of the outstanding membership interests of EIF, a leading asset manager in the U.S. power and energy asset industry with approximately $4.6 billion and $4.0 billion of AUM and FEAUM, respectively, across four commingled funds and four related co-investment vehicles. The acquisition expands our Private Equity Group’s capabilities into power generation, midstream energy infrastructure and transmission. The acquisition-date GAAP fair value of the consideration totaled $149.2 million, which consisted of $64.5 million in cash, $25.5 million in equity(1) and $59.2 million in contingent consideration that is payable to EIF’s former membership interest holders if Ares successfully launches a new fund  that meets certain revenue and fee paying commitment targets during the commitment period.

 

(1)          1,578,947 Ares Operating Group Units were issued in accordance with the membership interest purchase agreement.

 

 

Investment Capacity and Liquidity

 

As of March 31, 2015, our cash and cash equivalents were $69.4 million, investments at fair value were $606.9 million, and net performance fees receivable were $169.2 million.  As of March 31, 2015, the Company had a $1.03 billion revolving credit facility, with approximately $970.0 million in available capital.

 

 

($ in thousands)

 

As of
March 31, 2015

 

As of
December 31, 2014

 

 

 

 

 

Cash and cash equivalents

 

$69,372

 

$148,858

Investments

 

606,875

 

  598,074

Debt obligations

 

298,614

 

  243,491

Net performance fees receivable

 

169,234

 

  166,934

 

 

Distribution

 

On May 7, 2015, the board of directors of our general partner declared a quarterly distribution of $0.25 per common unit to common unitholders of record at the close of business on May 22, 2015, payable on June 2, 2015.

 

5



 

Recent Developments

 

·                  On April 17, 2015, a fund managed by our commercial finance platform within our Direct Lending Group signed a definitive agreement to acquire the asset-based lending portfolio of First Capital Holdings, Inc., a leading commercial finance company that provides asset-based loans and factoring to small and middle-market companies.  As part of the transaction and upon closing, we plan to hire a team of professionals from First Capital Holdings, Inc. The transaction is expected to close during the second quarter, subject to customary closing conditions. The fund intends to finance the acquisition with a combination of debt and equity.

 

·                  On April 29, 2015, we completed an additional closing for the Ares Special Situations Fund IV (“SSF IV”) bringing the total fund commitment to $1.5 billion, above the $1.0 billion target. SSF IV is a continuation of the successful investment strategy implemented in Ares’ three predecessor funds focused on global distressed debt and special situations.

 

 

Conference Call and Webcast Information

 

On May 12, 2015, the Company invites all interested persons to attend its webcast/conference call at 12:00 p.m. (Eastern Time) to discuss its first quarter 2015 financial results.

 

All interested parties are invited to participate via telephone or the live webcast, which will be hosted on a webcast link located on the Home page of the Investor Resources section of our website at http://www.aresmgmt.com. Please visit the website to test your connection before the webcast. Domestic callers can access the conference call by dialing (877) 407-8289. International callers can access the conference call by dialing +1 (201) 689-8341. All callers will need to reference “Ares Management, L.P.” once connected with the operator. All callers are asked to dial in 10-15 minutes prior to the call so that name and company information can be collected. For interested parties, an archived replay of the call will be available through June 11, 2015 to domestic callers by dialing (877) 660-6853 and to international callers by dialing +1 (201) 612-7415. For all replays, please reference conference identification number 13606085. An archived replay will also be available through June 11, 2015 on a webcast link located on the Home page of the Investor Resources section of our website.

 

About Ares Management, L.P.

 

Ares is a publicly traded, leading global alternative asset manager with approximately $87 billion of assets under management as of March 31, 2015 and more than 15 offices in the United States, Europe and Asia. Since its inception in 1997, Ares has adhered to a disciplined investment philosophy that focuses on delivering strong risk-adjusted investment returns throughout market cycles. Ares believes each of its four distinct but complementary investment groups in Tradable Credit, Direct Lending, Private Equity and Real Estate is a market leader based on assets under management and investment performance. Ares was built upon the fundamental principle that each group benefits from being part of the greater whole.

 

Forward-Looking Statements

 

Statements included herein may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, which relate to future events or our future performance or financial condition. These statements are not guarantees of future performance, condition or results and involve a number of risks and uncertainties. Actual results may differ materially from those in the forward-looking statements as a result of a number of factors, including those described from time to time in our filings with the Securities and Exchange Commission. Ares Management, L.P. undertakes no duty to update any forward-looking statements made herein or on the webcast/conference call.

 

Nothing in this press release constitutes an offer to sell or solicitation of an offer to buy any securities of Ares.

 

Available Information

 

Ares Management, L.P.’s filings with the Securities and Exchange Commission, press releases, earnings releases and other financial information are available on its website at www.aresmgmt.com.  The contents of such website are not and should not be deemed to be incorporated by reference herein.

 

Contact

 

Ares Management, L.P.

 

6



 

Carl Drake
(800) 340-6597

 

 

 

 

Appendix

 

Exhibit A.  Operating Segments as of March 31, 2015

($ in millions)

 

 

 

Available
Capital

 

Fair Value of
Capital

 

AUM

 

Tradable Credit Group

 

$6,153

 

 

$27,225

 

 

$33,378

 

 

Direct Lending Group

 

5,544

 

 

23,149

 

 

28,693

 

 

Private Equity Group

 

3,577

 

 

11,245

 

 

14,823

 

 

Real Estate Group

 

3,580

 

 

6,453

 

 

10,033

 

 

Total

 

$18,854

 

 

$68,072

 

 

$86,926

 

 

 

7



 

Exhibit B.  Segment Results

 

($ in thousands)

 

As of and for the three months ended March 31, 2015:

 

 

 

Tradable
Credit
Group

 

Direct
Lending
Group

 

Private
Equity
Group

 

Real
Estate
Group

 

Total
Segments

 

OMG

 

Total
Stand
Alone

Management fees (includes ARCC Part I Fees of $29,042)

 

$37,609

 

$70,739

 

$36,589

 

$17,378

 

$162,316

 

$—

 

$162,316

Administrative fees and other income

 

21

 

77

 

13

 

856

 

967

 

6,385

 

7,350

Compensation and benefits

 

(8,889)

 

(33,676)

 

(12,321)

 

(10,131)

 

(65,017)

 

(28,914)

 

(93,931)

General, administrative and other expenses

 

(3,831)

 

(3,294)

 

(3,118)

 

(2,545)

 

(12,788)

 

(15,326)

 

(28,114)

Fee related earnings (loss)

 

24,910

 

33,846

 

21,163

 

5,558

 

85,477

 

(37,855)

 

47,622

Performance fees—realized

 

33,325

 

1,889

 

425

 

 

35,639

 

 

35,639

Performance fees—unrealized

 

(27,692)

 

8,491

 

87,331

 

319

 

68,449

 

 

68,449

Performance fee compensation—realized

 

(19,871)

 

(1,133)

 

(340)

 

 

(21,344)

 

 

(21,344)

Performance fee compensation—unrealized

 

19,554

 

(5,023)

 

(69,981)

 

403

 

(55,048)

 

 

(55,048)

Net performance fees

 

5,316

 

4,224

 

17,435

 

722

 

27,697

 

 

27,697

Investment income (loss)—realized

 

7,222

 

1,396

 

4,172

 

132

 

12,922

 

 

12,922

Investment income (loss)—unrealized

 

(1,526)

 

(1,843)

 

(1,442)

 

196

 

(4,615)

 

 

(4,615)

Interest and other investment income

 

(1,739)

 

213

 

4,485

 

29

 

2,988

 

 

2,988

Interest expense

 

(1,208)

 

(526)

 

(1,680)

 

(270)

 

(3,684)

 

 

(3,684)

Net investment income (loss)

 

2,749

 

(760)

 

5,535

 

87

 

7,611

 

 

7,611

Performance related earnings (loss)

 

8,065

 

3,464

 

22,970

 

809

 

35,308

 

 

35,308

Economic net income (loss)

 

$32,975

 

$37,310

 

$44,133

 

$6,367

 

$120,785

 

$(37,855)

 

$82,930

Distributable earnings (loss)

 

$41,126

 

$34,581

 

$27,086

 

$3,382

 

$106,175

 

$(38,880)

 

$67,295

Total assets

 

$451,176

 

$248,342

 

$862,147

 

$166,715

 

$1,728,380

 

$16,941

 

$1,745,321

 

 

Exhibit B.  Segment Results (continued)

 

($ in thousands)

 

As of and for the three months ended March 31, 2014:

 

 

 

Tradable
Credit
Group

 

Direct
Lending
Group

 

Private
Equity
Group

 

Real
Estate
Group

 

Total
Segments

 

OMG

 

Total
Stand
Alone

Management fees (includes ARCC Part I Fees of $28,318)

 

$33,693

 

$66,204

 

$23,196

 

$16,768

 

$139,861

 

$—

 

$139,861

Administrative fees and other income

 

17

 

90

 

76

 

1,290

 

1,473

 

5,392

 

6,865

Compensation and benefits

 

(10,805)

 

(32,212)

 

(8,195)

 

(11,485)

 

(62,697)

 

(27,657)

 

(90,354)

General, administrative and other expenses

 

(3,696)

 

(1,914)

 

(2,000)

 

(4,267)

 

(11,877)

 

(13,535)

 

(25,412)

Fee related earnings (loss)

 

19,209

 

32,168

 

13,077

 

2,306

 

66,760

 

(35,800)

 

30,960

Performance fees—realized

 

10,213

 

39

 

13,086

 

 

23,338

 

 

23,338

Performance fees—unrealized

 

13,509

 

2,292

 

21,341

 

2,950

 

40,092

 

 

40,092

Performance fee compensation—realized

 

(5,506)

 

(29)

 

(10,472)

 

 

(16,007)

 

 

(16,007)

Performance fee compensation—unrealized

 

(6,355)

 

(1,451)

 

(16,912)

 

 

(24,718)

 

 

(24,718)

Net performance fees

 

11,861

 

851

 

7,043

 

2,950

 

22,705

 

 

22,705

Investment income (loss)—realized

 

18,018

 

(597)

 

1,131

 

730

 

19,282

 

 

19,282

Investment income (loss)—unrealized

 

(12,866)

 

1,524

 

15,156

 

(862)

 

2,952

 

 

2,952

Interest and other income

 

251

 

98

 

2,785

 

11

 

3,145

 

 

3,145

Interest expense

 

(387)

 

(304)

 

(623)

 

(325)

 

(1,639)

 

 

(1,639)

Net investment income (loss)

 

5,016

 

721

 

18,449

 

(446)

 

23,740

 

 

23,740

Performance related earnings

 

16,877

 

1,572

 

25,492

 

2,504

 

46,445

 

 

46,445

Economic net income (loss)

 

$36,086

 

$33,740

 

$38,569

 

$4,810

 

$113,205

 

$(35,800)

 

$77,405

Distributable earnings (loss)

 

$40,704

 

$31,158

 

$18,698

 

$1,499

 

$92,059

 

$(37,512)

 

$54,547

Total assets

 

$555,851

 

$195,543

 

$477,710

 

$167,315

 

$1,396,419

 

$10,437

 

$1,406,856

 

8



 

Exhibit C.  Consolidated Statements of Financial Condition and Statements of Operations (GAAP Financials)

($ in thousands, except unit data)

 

 

 

As of March 31,

 

As of December 31,

 

 

2015

 

2014

 

 

(unaudited)

 

 

Assets

 

 

 

 

Cash and cash equivalents

 

$69,372

 

$148,858

Restricted cash and cash equivalents

 

 

32,734

Investments

 

198,630

 

174,052

Derivative assets, at fair value

 

8,217

 

7,623

Performance fees receivable

 

171,793

 

187,059

Due from affiliates

 

129,870

 

146,534

Other assets

 

55,690

 

58,716

Intangible assets, net

 

120,268

 

40,948

Goodwill

 

144,080

 

85,582

Assets of Consolidated Funds:

 

 

 

 

Cash and cash equivalents

 

1,318,017

 

1,314,397

Investments, at fair value

 

18,990,943

 

19,123,950

Loans held for investment, net

 

85,214

 

77,514

Due from affiliates

 

9,338

 

11,342

Dividends and interest receivable

 

71,761

 

81,331

Receivable for securities sold

 

234,938

 

132,753

Derivative assets, at fair value

 

3,696

 

3,126

Other assets

 

6,329

 

6,156

Total assets

 

$21,618,156

 

21,632,675

Liabilities

 

 

 

 

Accounts payable and accrued expenses

 

$126,385

 

$101,310

Accrued compensation

 

55,307

 

129,433

Derivative liabilities, at fair value

 

2,973

 

2,850

Due to affiliates

 

7,426

 

19,030

Performance fee compensation payable

 

420,187

 

380,268

Debt obligations

 

298,614

 

243,491

Equity compensation put option liability

 

20,000

 

20,000

Deferred tax liability, net

 

21,026

 

19,861

Liabilities of Consolidated Funds:

 

 

 

 

Accounts payable and accrued expenses

 

54,064

 

68,589

Due to affiliates

 

2,332

 

2,441

Payable for securities purchased

 

475,380

 

618,902

Derivative liabilities, at fair value

 

59,483

 

42,332

Securities sold short, at fair value

 

3,763

 

3,763

Deferred tax liability, net

 

23,585

 

22,214

CLO loan obligations

 

12,154,677

 

12,049,170

Fund borrowings

 

683,564

 

771,283

Mezzanine debt

 

406,371

 

378,365

Total liabilities

 

14,815,137

 

14,873,302

Commitments and contingencies

 

 

 

 

Redeemable interest in Consolidated Funds

 

915,017

 

1,037,450

Redeemable interest in Ares Operating Group entities

 

24,077

 

23,988

Non-controlling interest in Consolidated Funds:

 

 

 

 

Non-controlling interest in Consolidated Funds

 

5,036,639

 

4,988,729

Equity appropriated for Consolidated Funds

 

55,996

 

(37,926)

Non-controlling interest in Consolidated Funds

 

5,092,635

 

4,950,803

Non-controlling interest in Ares Operating Group entities

 

481,775

 

463,493

Controlling interest in Ares Management, L.P.:

 

 

 

 

Partners’ capital (80,667,664 units, issued and outstanding at March 31, 2015 and December 31, 2014, respectively)

 

291,641

 

285,025

Accumulated other comprehensive income (loss)

 

(2,126)

 

(1,386)

Total controlling interest in Ares Management, L.P

 

289,515

 

283,639

Total equity

 

5,863,925

 

5,697,935

Total liabilities, redeemable interest, non-controlling interests and equity

 

$21,618,156

 

$21,632,675

 

9


 

 


 

Exhibit C.  Consolidated Statements of Financial Condition and Statements of Operations (GAAP Financials) (continued)

($ in thousands, except unit data)

 

 

 

For the Three Months Ended
March 31,

 

 

2015

 

2014

 

 

 

 

(Predecessor)

Revenues

 

 

 

 

Management fees (includes ARCC Part I Fees of $29,042 and $28,318 for the three months ended March 31, 2015 and 2014, respectively)

 

$135,389

 

$110,549

Performance fees

 

40,060

 

16,214

Other fees

 

6,279

 

6,865

Total revenues

 

181,728

 

133,628

Expenses

 

 

 

 

Compensation and benefits

 

101,851

 

95,693

Performance fee compensation

 

76,392

 

40,725

General, administrative and other expenses

 

45,547

 

38,775

Consolidated Funds’ expenses

 

15,072

 

8,937

Total expenses

 

238,862

 

184,130

Other income (expense)

 

 

 

 

Interest and other investment income

 

342

 

124

Interest expense

 

(3,684)

 

(1,639)

Other income (expense), net

 

(330)

 

Net realized gain (loss) on investments

 

6,764

 

(66)

Net change in unrealized appreciation (depreciation) on investments

 

3,476

 

4,146

Interest and other investment income of Consolidated Funds

 

338,186

 

345,345

Interest expense of Consolidated Funds

 

(118,711)

 

(145,042)

Net realized gain (loss) on investments of Consolidated Funds

 

(61,436)

 

54,965

Net change in unrealized appreciation (depreciation) on investments of Consolidated Funds

 

299,092

 

67,344

Total other income (expense)

 

463,699

 

325,177

Income before taxes

 

406,565

 

274,675

Income tax expense (benefit)

 

5,892

 

(6,695)

Net income

 

400,673

 

281,370

Less: Net income attributable to redeemable interests in Consolidated Funds

 

15,859

 

37,048

Less: Net income attributable to non-controlling interests in Consolidated Funds

 

331,309

 

188,133

Less: Net income attributable to redeemable interests in Ares Operating Group entities

 

243

 

406

Less: Net income attributable to non-controlling interests in Ares Operating Group entities

 

34,806

 

12,936

Less: Net income attributable to controlling interests in Predecessor

 

 

42,847

Net income attributable to Ares Management, L.P.

 

$18,456

 

$—

 

 

 

 

 

Net income attributable to Ares Management, L.P. per common unit

 

 

 

 

Basic

 

$0.23

 

 

Diluted

 

$0.23

 

 

Weighted-average common units

 

 

 

 

Basic

 

80,667,664

 

 

Diluted

 

80,667,664

 

 

 

10



 

Exhibit D.  Supplemental Financial Information Consolidating Schedules

($ in thousands, except unit data)

 

 

 

As of March 31, 2015

 

 

Consolidated
Company Entities

 

Consolidated
Funds

 

Eliminations

 

Consolidated

Assets

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$69,372

 

$—

 

$—

 

$69,372

Investments

 

606,875

 

 

(408,245)

 

198,630

Derivative assets, at fair value

 

8,217

 

 

 

8,217

Performance fees receivable

 

590,308

 

 

(418,515)

 

171,793

Due from affiliates

 

150,466

 

 

(20,596)

 

129,870

Other assets

 

55,735

 

 

(45)

 

55,690

Intangible assets, net

 

120,268

 

 

 

120,268

Goodwill

 

144,080

 

 

 

144,080

Assets of Consolidated Funds

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

1,318,017

 

 

1,318,017

Investments

 

 

18,990,943

 

 

18,990,943

Loans held for investment, net

 

 

85,214

 

 

85,214

Due from affiliates

 

 

11,572

 

(2,234)

 

9,338

Dividends and interest receivable

 

 

71,761

 

 

71,761

Receivable for securities sold

 

 

234,938

 

 

234,938

Derivative assets, at fair value

 

 

3,696

 

 

3,696

Other assets

 

 

6,329

 

 

6,329

Total assets

 

$1,745,321

 

$20,722,470

 

$(849,635)

 

$21,618,156

Liabilities

 

 

 

 

 

 

 

 

Accounts payable and accrued expenses

 

$127,053

 

$—

 

$(668)

 

$126,385

Accrued compensation

 

55,307

 

 

 

55,307

Derivative liabilities, at fair value

 

2,973

 

 

 

2,973

Due to affiliates

 

8,456

 

 

(1,030)

 

7,426

Performance fee compensation payable

 

421,074

 

 

(887)

 

420,187

Debt obligations

 

298,614

 

 

 

298,614

Equity compensation put option liability

 

20,000

 

 

 

20,000

Deferred tax liability, net

 

21,026

 

 

 

21,026

Liabilities of Consolidated Funds

 

 

 

 

 

 

 

 

Accounts payable, accrued expenses and other liabilities

 

 

54,337

 

(273)

 

54,064

Due to affiliates

 

 

66,545

 

(64,213)

 

2,332

Payable for securities purchased

 

 

475,380

 

 

475,380

Derivative liabilities, at fair value

 

 

59,483

 

 

59,483

Securities sold short, at fair value

 

 

3,763

 

 

3,763

Deferred tax liability, net

 

 

23,585

 

 

23,585

CLO loan obligations

 

 

12,222,880

 

(68,203)

 

12,154,677

Fund borrowings

 

 

683,564

 

 

683,564

Mezzanine debt

 

 

406,371

 

 

406,371

Total liabilities

 

954,503

 

13,995,908

 

(135,274)

 

14,815,137

Commitments and contingencies

 

 

 

 

 

 

 

 

Redeemable interest in Consolidated Funds

 

 

915,017

 

 

915,017

Redeemable interest in Ares Operating Group entities

 

24,077

 

 

 

24,077

Non-controlling interest in Consolidated Funds:

 

 

 

 

 

 

 

 

Non-controlling interest in Consolidated Funds

 

 

5,755,549

 

(718,910)

 

5,036,639

Equity appropriated for Consolidated Funds

 

 

55,996

 

 

55,996

Non-controlling interest in Consolidated Funds

 

 

5,811,545

 

(718,910)

 

5,092,635

Non-controlling interest in Ares Operating Group entities

 

481,775

 

 

 

481,775

Controlling interest in Ares Management, L.P.:

 

 

 

 

 

 

 

 

Partners’ capital (80,667,664 units issued and outstanding)

 

291,641

 

 

 

291,641

Accumulated other comprehensive gain (loss)

 

(6,676)

 

 

4,550

 

(2,126)

Total controlling interest in Ares Management, L.P

 

284,965

 

 

4,550

 

289,515

Total equity

 

766,740

 

5,811,545

 

(714,360)

 

5,863,925

Total liabilities, redeemable interests, non-controlling interests and equity

 

$1,745,321

 

$20,722,470

 

$(849,635)

 

$21,618,156

 

11



 

Exhibit D.  Supplemental Financial Information Consolidating Schedules (continued)

($ in thousands)

 

 

 

As of December 31, 2014

 

 

Consolidated
Company Entities

 

Consolidated
Funds

 

Eliminations

 

Consolidated

Assets

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$148,858

 

$—

 

$—

 

$148,858

Restricted cash and cash equivalents

 

32,734

 

 

 

32,734

Investments

 

598,074

 

 

(424,022)

 

174,052

Derivative assets, at fair value

 

7,623

 

 

 

7,623

Performance fees receivable

 

548,098

 

 

(361,039)

 

187,059

Due from affiliates

 

166,225

 

 

(19,691)

 

146,534

Other assets

 

58,809

 

 

(93)

 

58,716

Intangible assets, net

 

40,948

 

 

 

40,948

Goodwill

 

85,582

 

 

 

85,582

Assets of Consolidated Funds

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

1,314,397

 

 

1,314,397

Investments, at fair value

 

 

19,123,950

 

 

19,123,950

Loans held for investment, net

 

 

77,514

 

 

77,514

Due from affiliates

 

 

13,262

 

(1,920)

 

11,342

Dividends and interest receivable

 

 

81,331

 

 

81,331

Receivable for securities sold

 

 

132,753

 

 

132,753

Derivative assets, at fair value

 

 

3,126

 

 

3,126

Other assets

 

 

6,156

 

 

6,156

Total assets

 

$1,686,951

 

$20,752,489

 

$(806,765)

 

$21,632,675

Liabilities

 

 

 

 

 

 

 

 

Accounts payable and accrued expenses

 

$101,912

 

$—

 

$(602)

 

$101,310

Accrued compensation

 

129,433

 

 

 

129,433

Derivative liabilities, at fair value

 

2,850

 

 

 

2,850

Due to affiliates

 

19,881

 

 

(851)

 

19,030

Performance fee compensation payable

 

381,164

 

 

(896)

 

380,268

Debt obligations

 

243,491

 

 

 

243,491

Equity compensation put option liability

 

20,000

 

 

 

20,000

Deferred tax liability, net

 

19,861

 

 

 

19,861

Liabilities of Consolidated Funds

 

 

 

 

 

 

 

 

Accounts payable, accrued expenses and other liabilities

 

 

68,674

 

(85)

 

68,589

Due to affiliates

 

 

63,417

 

(60,976)

 

2,441

Payable for securities purchased

 

 

618,902

 

 

618,902

Derivative liabilities, at fair value

 

 

42,332

 

 

42,332

Securities sold short, at fair value

 

 

3,763

 

 

3,763

Deferred tax liability, net

 

 

22,214

 

 

22,214

CLO loan obligations

 

 

12,120,842

 

(71,672)

 

12,049,170

Fund borrowings

 

 

771,283

 

 

771,283

Mezzanine debt

 

 

378,365

 

 

378,365

Total liabilities

 

918,592

 

14,089,792

 

(135,082)

 

14,873,302

Commitments and contingencies

 

 

 

 

 

 

 

 

Redeemable interest in Consolidated Funds

 

 

1,037,450

 

 

1,037,450

Redeemable interest in Ares Operating Group entities

 

23,988

 

 

 

23,988

Non-controlling interest in Consolidated Funds:

 

 

 

 

 

 

 

 

Non-controlling interest in Consolidated Funds

 

 

5,663,172

 

(674,443)

 

4,988,729

Equity appropriated for Consolidated Funds

 

 

(37,926)

 

 

(37,926)

Non-controlling interest in Consolidated Funds

 

 

5,625,246

 

(674,443)

 

4,950,803

Non-controlling interest in Ares Operating Group entities

 

463,493

 

 

 

463,493

Controlling interest in Ares Management, L.P.:

 

 

 

 

 

 

 

 

Partners’ capital (80,667,664 units issued and outstanding)

 

285,025

 

 

 

285,025

Accumulated other comprehensive gain (loss)

 

(4,146)

 

 

2,760

 

(1,386)

Total controlling interest in Ares Management, L.P

 

280,879

 

 

2,760

 

283,639

Total equity

 

744,372

 

5,625,246

 

(671,683)

 

5,697,935

Total liabilities, redeemable interests, non-controlling interests and equity

 

$1,686,951

 

$20,752,489

 

$(806,765)

 

$21,632,675

 

12



 

Exhibit D.  Supplemental Financial Information Consolidating Schedules (continued)

($ in thousands)

 

 

 

 

For the Three Months Ended March 31, 2015

 

 

Consolidated
Company
Entities

 

Consolidated
Funds

 

Eliminations

 

Consolidated

Revenues

 

 

 

 

 

 

 

 

Management fees (includes ARCC Part I Fees of $29,042)

 

$162,316

 

$—

 

$(26,927)

 

$135,389

Performance fees

 

103,098

 

 

(63,038)

 

40,060

Other fees

 

7,350

 

 

(1,071)

 

6,279

Total revenues

 

272,764

 

 

(91,036)

 

181,728

Expenses

 

 

 

 

 

 

 

 

Compensation and benefits

 

101,851

 

 

 

101,851

Performance fee compensation

 

76,392

 

 

 

76,392

General, administrative and other expense

 

45,547

 

 

 

45,547

Consolidated Fund expenses

 

 

48,571

 

(33,499)

 

15,072

Total expenses

 

223,790

 

48,571

 

(33,499)

 

238,862

Other income (expense)

 

 

 

 

 

 

 

 

Interest and other investment income

 

6,033

 

 

(5,691)

 

342

Interest expense

 

(3,684)

 

 

 

(3,684)

Other income (expense), net

 

(3,054)

 

 

2,724

 

(330)

Net realized gain (loss) on investments

 

12,922

 

 

(6,158)

 

6,764

Net change in unrealized appreciation (depreciation) on investments

 

(3,626)

 

 

7,102

 

3,476

Interest and other investment income of Consolidated Funds

 

 

338,376

 

(190)

 

338,186

Interest expense of Consolidated Funds

 

 

(122,634)

 

3,923

 

(118,711)

Net realized gain (loss) on investments of Consolidated Funds

 

 

(61,436)

 

 

(61,436)

Net change in unrealized appreciation (depreciation) on investments of Consolidated Funds

 

 

306,753

 

(7,661)

 

299,092

Total other income (expense)

 

8,591

 

461,059

 

(5,951)

 

463,699

Income before taxes

 

57,565

 

412,488

 

(63,488)

 

406,565

Income tax expense

 

4,059

 

1,833

 

 

5,892

Net income

 

53,506

 

410,655

 

(63,488)

 

400,673

Less: Net income attributable to redeemable interests in Consolidated Funds

 

 

18,219

 

(2,360)

 

15,859

Less: Net income attributable to non-controlling interests in Consolidated Funds

 

 

392,437

 

(61,128)

 

331,309

Less: Net income attributable to redeemable interests in Ares Operating Group entities

 

243

 

 

 

243

Less: Net income attributable to non-controlling interests in Ares Operating Group entities

 

34,806

 

 

 

34,806

Net income attributable to Ares Management, L.P.

 

$18,456

 

$—

 

$—

 

$18,456

 

13


 

 


 

Exhibit D.  Supplemental Financial Information Consolidating Schedules (continued)

($ in thousands)

 

 

 

For the Three Months Ended March 31, 2014

 

 

Consolidated
Company
Entities

 

Consolidated
Funds

 

Eliminations

 

Consolidated

Revenues

 

 

 

 

 

 

 

 

Management fees (includes ARCC Part I Fees of $28,318)

 

$139,861

 

$—

 

$(29,312)

 

$110,549

Performance fees

 

60,480

 

 

(44,266)

 

16,214

Other fees

 

6,865

 

 

 

6,865

Total revenues

 

207,206

 

 

(73,578)

 

133,628

Expenses

 

 

 

 

 

 

 

 

Compensation and benefits

 

95,693

 

 

 

95,693

Performance fee compensation

 

40,725

 

 

 

40,725

General, administrative and other expense

 

38,775

 

 

 

38,775

Consolidated Fund expenses

 

 

40,637

 

(31,700)

 

8,937

Total expenses

 

175,193

 

40,637

 

(31,700)

 

184,130

Other income (expense)

 

 

 

 

 

 

 

 

Interest and other investment income

 

3,483

 

 

(3,359)

 

124

Interest expense

 

(1,639)

 

 

 

(1,639)

Net realized gain (loss) on investments

 

19,281

 

 

(19,347)

 

(66)

Net change in unrealized appreciation (depreciation) on investments

 

5,565

 

 

(1,419)

 

4,146

Interest and other investment income of Consolidated Funds

 

 

345,476

 

(131)

 

345,345

Interest expense of Consolidated Funds

 

 

(145,737)

 

695

 

(145,042)

Net realized gain (loss) on investments of Consolidated Funds

 

 

54,965

 

 

54,965

Net change in unrealized appreciation (depreciation) on investments of Consolidated Funds

 

 

66,413

 

931

 

67,344

Total other income (expense)

 

26,690

 

321,117

 

(22,630)

 

325,177

Income before taxes

 

58,703

 

280,480

 

(64,508)

 

274,675

Income tax expense

 

2,514

 

(9,209)

 

 

(6,695)

Net income

 

56,189

 

289,689

 

(64,508)

 

281,370

Less: Net income attributable to redeemable interests in Consolidated Funds

 

 

42,018

 

(4,970)

 

37,048

Less: Net income attributable to non-controlling interests in Consolidated Funds

 

 

247,671

 

(59,538)

 

188,133

Less: Net income attributable to redeemable interests in Ares Operating Group entities

 

406

 

 

 

406

Less: Net income attributable to non-controlling interests in Ares Operating Group entities

 

12,936

 

 

 

12,936

Less: Net income attributable to controlling interest in Predecessor

 

42,847

 

 

 

42,847

Net income attributable to Ares Management, L.P.

 

$—

 

$—

 

$—

 

$—

 

14



 

Exhibit E.  Reconciliation from Segments to GAAP Financials

($ in thousands)

 

 

 

 

 

Three Months Ended March
31,

 

 

2015

 

2014

 

 

(Dollars in thousands)

Economic net income:

 

 

 

 

Income before taxes

 

$406,565

 

$274,675

Adjustments

 

 

 

 

Amortization of intangibles

 

10,892

 

8,831

Depreciation expense

 

1,273

 

2,059

Equity compensation expenses

 

7,921

 

5,339

Acquisition-related expenses

 

2,224

 

1,421

Placement fees and underwriting costs

 

3,045

 

1,052

OMG expenses, net

 

37,855

 

35,800

Non cash other expense

 

10

 

Income (loss) before taxes of non-controlling interests in Consolidated Funds

 

(349,001)

 

(215,972)

Total consolidation adjustments and reconciling items

 

(285,780)

 

(161,470)

Economic net income

 

120,785

 

113,205

Total performance fee income—realized

 

(35,639)

 

(23,338)

Total performance fee income—unrealized

 

(68,449)

 

(40,092)

Total performance fee compensation expense—realized

 

21,344

 

16,007

Total performance fee compensation expense—unrealized

 

55,048

 

24,718

Net investment income

 

(7,611)

 

(23,740)

Fee related earnings

 

$85,477

 

$66,760

Management fees

 

$162,316

 

$139,861

Administrative fees and other income

 

967

 

1,473

Compensation and benefits

 

(65,017)

 

(62,697)

General, administrative and other expenses

 

(12,788)

 

(11,877)

Fee related earnings

 

$85,477

 

$66,760

Distributable earnings:

 

 

 

 

Income before taxes

 

$406,565

 

$274,675

Adjustments:

 

 

 

 

Amortization of intangibles

 

10,892

 

8,831

Equity compensation expenses

 

7,921

 

5,339

OMG distributable loss

 

38,880

 

37,512

Non-cash acquisition-related expenses

 

1,251

 

Taxes paid

 

(479)

 

Dividend equivalent

 

(912)

 

Other non-cash items

 

(156)

 

Income (loss) before taxes of non-controlling interests in Consolidated Funds

 

(349,001)

 

(215,972)

Unrealized performance fees

 

(68,449)

 

(40,092)

Unrealized performance fee compensation

 

55,048

 

24,718

Unrealized investment and other income (loss)

 

4,615

 

(2,952)

Distributable earnings

 

$106,175

 

$92,059

 

15



 

Exhibit F.  Units Outstanding As of March 31, 2015

 

 

 

 

Units Outstanding

 

Adjusted Common
Units Outstanding

Ares Management, L.P. Common Units Outstanding

 

80,667,664

 

80,667,664

Ares Operating Group Units exchangeable into Common Units

 

132,437,609

 

-

Dilutive Effect of Unvested Restricted Common Units(1)

 

834,288

 

315,778(2)

Dilutive Effect of Unvested Options

 

-

 

-

Total

 

213,939,561

 

80,983,442

 

(1)

We apply the treasury stock method to determine the dilutive weighted-average common units represented by our restricted units to be settled in common units and options to acquire common units. Under the treasury stock method, compensation expense attributed to future services and not yet recognized is presumed to be used to acquire outstanding common units, thus reducing the weighted-average number of units and the dilutive effect of these awards.

(2)

Represent proportional dilutive impact based upon the percentage of the Ares Operating Group owned by Ares Management, L.P. (37.85%).

 

Exhibit G.  Per Unit Calculations ($ in thousands, except per unit data)

 

 

 

 

Q1-15

 

Q4-14

 

Q3-14

 

Pro Forma
Q2-14
(1)

 

Pro Forma
Q1-14
(1)

After Tax Economic Net Income per Unit

 

 

 

 

 

 

 

 

 

 

Economic Net Income Before Taxes

 

$82,930

 

$64,696

 

$72,055

 

$75,051

 

$77,405

Less: Entity Level Foreign, State and Local Taxes

 

479

 

1,155

 

626

 

348

 

206

Economic Net Income After Entity Level, Foreign, State and Local Taxes

 

$82,451

 

$63,541

 

$71,429

 

$74,699

 

$77,199

x Tax Rate

 

9.4%

 

10.7%

 

5.7%

 

6.3%

 

6.1%

Less: Income Tax Provision (2)

 

7,776

 

6,813

 

4,061

 

4,733

 

4,724

After Tax Economic Net Income

 

$74,675

 

$56,728

 

$67,368

 

$69,966

 

$72,475

After Tax Economic Net Income per Unit Outstanding

 

$0.35

 

$0.27

 

$0.32

 

$0.33

 

$0.34

 

 

 

 

 

 

 

 

 

 

 

After Tax Economic Net Income per Common Unit

 

 

 

 

 

 

 

 

 

 

Economic Net Income After Entity Level, Foreign, State and Local Taxes

 

$82,451

 

$63,541

 

$71,429

 

$74,699

 

$77,199

x Common Ownership Percentage

 

37.85%

 

38.14%

 

38.12%

 

38.12%

 

38.12%

Economic Net Income Attributable to Common Unitholders

 

$31,211

 

$24,235

 

$27,229

 

$28,475

 

$29,428

x Tax Rate

 

24.9%

 

28.1%

 

14.9%

 

16.6%

 

16.1%

Less: Income Tax Provision (2)

 

7,776

 

6,813

 

4,061

 

4,733

 

4,724

After Tax Economic Net Income Attributable to Common Unitholders

 

$23,435

 

$17,422

 

$23,168

 

$23,742

 

$24,704

After Tax Economic Net Income per Adjusted Common Unit

 

$0.29

 

$0.22

 

$0.29

 

$0.29

 

$0.30

 

 

 

 

 

 

 

 

 

 

 

Distributable Earnings per Unit

 

 

 

 

 

 

 

 

 

 

Distributable Earnings

 

$67,774

 

$65,693

 

$65,950

 

$48,900

 

$53,624

Less: Entity Level Foreign, State and Local Tax

 

479

 

1,155

 

626

 

348

 

206

Distributable Earnings After Entity Level Foreign, State and Local Tax

 

$67,295

 

$64,538

 

$65,324

 

$48,553

 

$53,418

x Common Ownership Percentage

 

37.85%

 

38.14%

 

38.12%

 

38.12%

 

38.12%

Distributable Earnings Attributable to Common Unitholders

 

$25,473

 

$24,615

 

$24,902

 

$18,508

 

$20,363

Less: Current Provision for Income Taxes(3)

 

4,513

 

3,423

 

3,788

 

4,115

 

2,865

Distributable Earnings After Tax Attributable to Common Unitholders

 

$20,960

 

$21,192

 

$21,113

 

$14,393

 

$17,498

Distributable Earnings per Common Unit Outstanding

 

$0.26

 

$0.26

 

$0.26

 

$0.18

 

$0.22

Actual Distribution per Common Unit Outstanding

 

$0.25

 

$0.24

 

$0.24

 

$0.18

 

N/A

 

(1)

For financial reporting prior to the IPO, certain numbers have been adjusted to assume an IPO effective date of January 1, 2014 to provide comparative results. Q1’14 distributable earnings include a dividend equivalent that represents the pro forma amount that would have been paid to holders of unvested restricted units.

 

 

(2)

The provision for income taxes on ENI was calculated by multiplying (1) Ares Management, L.P.’s share of ENI that is subject to corporate level taxes (reduced by the interest expense attributable to an intercompany loan between Ares Management, L.P. and a corporate subsidiary and its share of other deductible items) by (2) the Company’s assumed corporate tax rate.

 

 

(3)

The provision for income taxes on DE represents the current provision for income taxes on pre-tax net income or loss (reduced by the interest expense attributable to an intercompany loan between Ares Management, L.P. and a corporate subsidiary), adjusted to reflect Ares Management, L.P.’s current ownership percentage of the Company’s tax paying corporate subsidiaries.

 

16



 

Exhibit H. Glossary of Terms

 

ARCC Part I Fees

 

ARCC Part I Fees refers to fees based on ARCC’s net investment income (before ARCC Part I Fees and fees based on ARCC’s net capital gains, which are paid annually (ARCC Part II Fees”)), which are paid quarterly.

Ares Operating Group Units

 

Ares Operating Group Units refer, collectively, to a partnership unit in each of the Ares Operating Group entities, which include Ares Holdings L.P., Ares Domestic Holdings L.P., Ares Offshore Holdings L.P., Ares Investments L.P. and Ares Real Estate Holdings L.P.

Assets Under Management

 

Assets Under Management (or “AUM”) refers to the assets of our funds. For our funds other than CLOs, our AUM represents the sum of the net asset value of such funds, the drawn and undrawn debt (at the fund-level including amounts subject to restrictions) and uncalled committed capital (including commitments to funds that have yet to commence their investment periods). For our funds that are CLOs, our AUM represents subordinated notes (equity) plus all drawn and undrawn debt tranches.

Consolidated Funds

 

Consolidated Funds refers collectively to certain Ares-affiliated funds, related co-investment entities and certain CLOs that are required under GAAP to be consolidated in our combined and consolidated financial statements.

Economic Net Income

 

Economic net income (or “ENI”) represents net income excluding (a) income tax expense, (b) operating results of our Consolidated Funds, (c) depreciation expense, (d) the effects of changes arising from corporate actions, and (e) certain other items that we believe are not indicative of our core performance. Changes arising from corporate actions include equity-based compensation expenses, the amortization of intangible assets, transaction costs associated with acquisitions and capital transactions, placement fees and underwriting costs and expenses incurred in connection with corporate reorganization.

Distributable Earnings

 

Distributable earnings (or “DE”) is a pre-income tax measure that is used to assess amounts potentially available for distributions to stakeholders. Distributable earnings is calculated as the sum of Fee Related Earnings, realized performance fees, realized performance fee compensation expense, realized net investment and other income, and is reduced for expenses arising from transaction costs associated with acquisitions, placement fees and underwriting costs, expenses incurred in connection with corporate reorganization and depreciation. Distributable earnings differs from income before taxes computed in accordance with GAAP as it is presented before giving effect to unrealized performance fee income, unrealized performance fee compensation, unrealized net investment income, amortization of intangibles, equity compensation expense and is further adjusted by certain items described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Reconciliation of Certain Non-GAAP Measures to Consolidated GAAP Financial Measures.”

Fee Earning Assets Under Management

 

Fee earning AUM (or “FEAUM”) refers to the AUM of our funds on which we directly or indirectly earn management fees. Fee earning AUM is equal to the sum of all the individual fee bases of our funds that contribute directly or indirectly to our management fees.

Fee Related Earnings

 

Fee related earnings (or “FRE”) is a component of ENI and is used to assess the ability of our business to cover direct base compensation and operating expenses from management fees. FRE differs from income before taxes computed in accordance with GAAP as it adjusts for the items included in the calculation of ENI and excludes performance fees, performance fee compensation, investment income from our Consolidated Funds and certain other items.

Incentive Generating Assets Under Management

 

Incentive generating AUM (or “IGAUM”) refers to the AUM of our funds that are currently generating, on a realized or unrealized basis, performance fee revenue. It generally represents the NAV of our funds for which we are entitled to receive a

 

17



 

 

 

performance fee, excluding capital committed by us and our professionals (which generally is not subject to a performance fee).

Incentive Eligible Assets Under Management

 

Incentive eligible AUM (or “IEAUM”) refers to the AUM of our funds that are eligible to produce performance fee revenue, regardless of whether or not they are currently generating performance fees. It generally represents the NAV plus uncalled equity of our funds for which we are entitled to receive a performance fee, excluding capital committed by us and our professionals (which generally is not subject to a performance fee).

Operations Management Group

 

In addition to our four segments, we have an Operations Management Group (the “OMG”) that consists of five independent, shared resource groups to support our reportable segments by providing infrastructure and administrative support in the areas of accounting/finance, operations/information technology, business development, legal/compliance and human resources. The OMG’s expenses are not allocated to our four reportable segments but we consider the cost structure of the OMG when evaluating our financial performance. This information constitutes non-GAAP financial information within the meaning of Regulation G, as promulgated by the SEC. Our management uses this information to assess the performance of our reportable segments and our Operations Management Group, and we believe that this information enhances the ability of unitholders to analyze our performance.

Our Funds

 

Our funds refers to the funds, alternative asset companies and other entities and accounts that are managed or co-managed by Ares. It also includes funds managed by Ivy Hill Asset Management, L.P. (“IHAM”), a wholly owned portfolio company of ARCC, and a registered investment adviser.

Performance Related Earnings

 

Performance related earnings (or “PRE”) is a measure used to assess our investment performance. PRE differs from income (loss) before taxes computed in accordance with GAAP as it only includes performance fees, performance fee compensation and investment income earned from our Consolidated Funds and non-consolidated Funds.

Permanent Capital

 

Permanent capital refers to capital of funds that do not have redemption provisions or a requirement to return capital to investors upon exiting the investments made with such capital, except as required by applicable law, which funds currently consist of Ares Capital Corporation (“ARCC”), Ares Commercial Real Estate Corporation (“ACRE”), Ares Dynamic Credit Allocation Fund, Inc. (“ARDC”) and Ares Multi-Strategy Credit Fund, Inc. (“ARMF”); such funds may be required, or elect, to return all or a portion of capital gains and investment income.

Total Fee Revenue

 

Total fee revenue refers to the sum of segment management fees and net performance fees.

 

18